White Hat Capital Partners LP

Description of the Advisory Firm

B.

Types of Advisory Services

White Hat Capital Partners LP (“White Hat” or the “Firm”), a Delaware limited liability company based in New York, New York was formed in January 2016. David Chanley and Mark Quinlan are the principal owners and Managing Partners of White Hat. White Hat serves as investment adviser on a discretionary basis to private investment funds (each a “Fund” and collectively, the “Funds”). White Hat may decide in the future to sponsor or manage additional private investment funds (collectively with the Funds, the “Clients”). An affiliate of White Hat serves as the “General Partner” of each Fund.

Pursuant to each Fund’s confidential private placement memorandum, limited partnership agreement and subscription documents (“Governing Documents”), White Hat generally strives to create long-term concentrated portfolios of small and mid-cap technology companies. The Funds are intended for investment by certain qualified investors as described in response to Item 7, below such investors are referred to herein as “Investors” or “Limited Partners”. C.

Client Tailored Services and Client Imposed Restrictions

D.

Wrap Fee Programs

E.

Amounts Under Management

Advisory services are tailored to achieve the Clients’ investment objectives. Generally, White Hat has the authority to select which and how many securities and other instruments to buy or sell without consultation with the Fund or its Investors. However, Investors in WHSO (defined below) retain approved rights with respect to initiation of new investments. The Firm does not tailor advisory services to the individual needs of any Client’s underlying investors, except as may be set forth in each relevant Governing Document. White Hat does not participate in wrap fee programs.

As of December 31, 2025, White Hat has approximately $171,442,952 of assets under management on a discretionary basis.

Item 5 – Fees and Compensation A.

Fee Schedule

The fees and compensation payable to White Hat are negotiable and vary among its Clients. However, the range of compensation is generally as follows: 1.

Management Fee

White Hat Strategic Partners I LP (“WHSP I”) During the Investment Period, the Fund will pay to the Firm, on the last day of each calendar quarter, a fixed fee for management services equal to (i) 0.375% (1.5% annualized) of each Investor’s capital commitment plus 0.1875% (0.75% annualized) of the balance of each Investor’s tracking account as of the end of such calendar quarter and (ii) 0.3125% (1.25% annualized) of each founder Investor’s capital commitment plus 0.125% (0.5% annualized) of the balance of each founder Investor’s tracking account as of the end of such calendar quarter.

Following the Investment Period, the Fund will pay to the Firm, on the last day of each calendar quarter, a fixed fee for management services, equal to (i) 0.5% (2.0% annualized) of the balance of each Investor’s tracking account as of the end of such calendar quarter, and (ii) 0.375% (1.5% annualized) of the balance of each founder Investor’s tracking account as of the end of such calendar quarter (such fixed fee for management services payable pursuant to this sentence and the preceding sentence, the “Management Fee”) The Management Fee is calculated and paid in arrears but is amortized monthly by the Fund over the quarter for which such Management Fee is earned. White Hat Strategic Partners II LP (“WHSP II”)

The Fund will pay to the Firm, on the last day of each calendar quarter, a Management Fee for management services equal to (i) 0.4375% (1.75% annualized) of each Investor’s capital commitment and (ii) 0.375% (1.5% annualized) of each founder Investor’s capital commitment.

The Management Fee is calculated and paid in arrears on the last day of each calendar quarter but is amortized monthly by the Fund over the quarter for which such Management Fee is earned. White Hat Structured Opportunities LP (“WHSO”)

WHSO shall pay to the Firm a monthly Management Fee. The WHSO Management Fee shall be calculated at the rate of approximately 0.10417% (i.e., 1.25% per annum) multiplied by the total invested capital. The WHSO Management Fee shall be paid monthly in arrears and calculated prior to any distributions as of such month end; provided that amounts payable to the Firm and shall be reduced dollar-for-dollar by any “Commitment Fee” (detailed below in

reduce Management Fee.

White Hat Lightning Opportunities The Fund will pay to the Firm, on the last day of each calendar quarter, a fixed fee for management services equal to (i) 0.375% (1.5% annualized) of each Investor’s tracking account as of the end of such calendar quarter.

The Management Fee is calculated and paid in arrears but is amortized monthly by the Fund over the quarter for which such Management Fee is earned. Investors who are also Investors in WHSP II are generally not subject to a Management Fee.

Investors making capital commitments to any of the Funds managed by the Firm subsequent to the initial closing dates may be subject to pay Management Fees on their capital commitment retroactive to the initial closing date. Installments of the Management Fee payable for any period other than a full calendar quarter will be adjusted on a pro rata basis according to the actual number of days in such period. The General Partner may waive, reduce or modify the Management Fee for certain Investors in the Funds. 2.

Performance-based Fees

The General Partner is entitled to receive performance-based compensation provided certain conditions are met, consistent with the Governing Documents of each Fund. The General Partner is entitled to receive up to between 17.5% and 20% carried interest from the Funds, depending on fee class, which is calculated after Investors receive a return of their capital contributions to a Fund and achieve a preferred return of a specified rate, subject to catch-up allocations to the General Partner. The General Partners may waive, reduce or modify the performance-based compensation for certain Investors in the Funds.

The performance-based compensation will only be charged to accounts of those Investors who are “qualified clients” as defined in Rule 205-3 of the Investment Advisers Act of 1940, as amended (“Advisers Act”). 3.

Other Fees

The Firm or its affiliates may earn fees from services provided or related to portfolio investments or in connection with portfolio investments or prospective portfolio investments, such as, without limitation, advisory fees, due diligence fees, structuring fees, servicing fees, directors’ fees, break-up fees or any similar fees (collectively, “Ancillary Fees”). Generally, future Management Fees borne by the Limited Partners participating in the investment to which any Ancillary Fees relate, in the discretion of the Firm, will be reduced (but not below zero), by an amount up to 100% of the amount of such Ancillary Fees.

Previously, WHSO paid the Firm an annual Commitment Fee in respect of the WHSO interests equal to 1.25% p.a. of the WHSO capital commitments for the initial two year commitment period. B.

Payment of Fees

Management fees, performance-based fees, and third-party fees (discussed below) are deducted from Client assets. Management fees, which are paid in arrears, are withdrawn at

the end of the month or quarter, as applicable in the description above. Performance-based fees are determined as of the last business day of the calendar year and as of any date on which an Investor makes a withdrawal or receives a distribution from such Investor’s capital account(s). C.

Other Fees and Expenses

White Hat renders certain services to the Funds at its own expense and is generally responsible for overhead costs including office rent, utilities, furniture and fixtures, employee compensation, and payroll taxes.

Clients shall pay such costs and expenses as White Hat shall reasonably determine to be necessary, appropriate, advisable or convenient to carry on its business and realize its objective, including but not limited to: (i) Management Fees; (ii) all general investment expenses (i.e., expenses which White Hat reasonably determines to be directly related to the investment of the Client’s assets, including those that are not consummated); (iii) all administrative, legal, organization, accounting, auditing, record-keeping, tax form preparation, fees and expenses related to compliance with the rules of any self-regulatory organization or applicable law in connection with the activities of the Fund, including any governmental, regulatory, licensing, filing or registration fees or taxes (including fees and expenses incurred in connection with the preparation and filing of Section 13 filings, Section 16 filings and other similar regulatory filings); (iv) fees, costs and expenses of third-party service providers that provide such services; and, (v) any extraordinary expenses, among other expenses.

White Hat’s fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses which shall be incurred by the Clients. Such charges, fees and commissions are exclusive of and in addition to White Hat’s Management Fee, and White Hat shall not receive any portion of these commissions, fees, and costs. Please see Item 12 of this Brochure regarding brokerage. D.

Prepayment of Fees

E.

Outside Compensation for the Sale of Securities

Investors generally do not have the right to a withdrawal from the Funds until such time as the Funds distribute funds in accordance with the Governing Documents of the Funds or is liquidated. As such, there is generally not a situation in which the Firm will be required to return pre-paid fees to Investors in the Funds. Neither White Hat nor its supervised persons accepts compensation for the sale of securities or other investment products outside of its association with White Hat.

The foregoing discussion in Item 5 represents White Hat’s basic compensation arrangements. The management fees and incentive allocations described above are structured to comply with Rule 205-3 under the Advisers Act and applicable state laws. Fees and other compensation are negotiable in certain circumstances and arrangements with any particular Investor may vary. Although White Hat believes its

fees are competitive, lower fees for comparable services may be available from other investment advisers.

White Hat employs a systematic approach to evaluate the broad landscape of underappreciated, small and mid-cap technology companies and identify a concentrated group that satisfies White Hat’s investment criteria. White Hat employs a research-intensive, fundamental process for evaluating investment opportunities. White Hat provides investment advisory services to its Clients pursuant to the particular investment objectives, policies, and strategies described in each Client’s Governing Documents. B.

Investment Strategies

C.

Risks of Investments and Strategies Utilized

White Hat seeks to identify companies that meet criteria for business fundamentals and financial characteristics and yet trade at a discount to their intrinsic value. The Firm strives to create long-term concentrated portfolios of publicly traded common stock and structured direct investments. White Hat develops a Value Creation Plan for each portfolio company and strives to connect with the management team and board of directors to align incentives and implement that plan. Investing in securities involves risk of loss that Clients and Investors should be prepared to bear. General Risks of the Funds, the Firm and their Affiliates

No / Limited Operating History. The Funds and the General Partners may be newly-formed entities and have no operating history upon which prospective investors can evaluate their performance. The investment professionals of the Firm have been using investment strategies similar to some of the investment strategies described herein in other private investment funds for several years. The investment program of a Fund should be evaluated on the basis that there can be no assurance that the General Partner’s assessment of the shortterm, intermediate-term or long-term prospects of investments will prove accurate or that a Fund will achieve its investment objective. The past performance of the Firm may not be indicative of the future performance of a Fund.

Dependence on Key Individuals. The success of a Fund is dependent upon the ability of the Firm to manage a Fund and effectively implement a Fund’s investment program. Investors have no authority to make decisions on behalf of a Fund (although the LP Advisory Committee will have a role in approving certain matters pursuant to the terms of a Fund’s partnership agreement). The success of a Fund is dependent upon the expertise of the principals to

develop and implement investment strategies, negotiate and arrange the closing of appropriate transactions and arrange the timely disposition of portfolio investments in order to achieve a Fund’s investment objective. If the Funds were to lose the services of the principals, the Funds would likely be adversely affected.

Limited Liquidity. An investment in a Fund is not liquid because a Limited Partner may not voluntarily withdraw all or any portion of its Interests at any time. In addition, interests are not freely transferable or redeemable. Further, the General Partner may suspend or refuse to make distributions to any Limited Partner if the General Partner reasonably deems it necessary to do so to comply with anti-money laundering and other similar laws and regulations applicable to a Fund, the General Partner, the Firm or any of their service providers. An investment in a Fund is suitable only for sophisticated investors who do not need liquidity with respect to their investment.

In-Kind Distributions. During the term of a Fund, distributions will only be made in cash. After the term of a Fund, the General Partner may make distributions in-kind in lieu of, or in combination with, cash. In-kind distributions may be comprised of, among other things, interests in special purpose vehicles holding the actual investment or of participations in the actual investment that will remain held in a Fund. The valuation of any in-kind distribution will be in accordance with the valuation policy. The value of financial instruments distributed may increase or decrease before such financial instruments can be sold, and the limited partner will incur transaction costs in connection with the sale of such financial instruments. Additionally, financial instruments distributed to a limited partner may not be readily marketable and the fair market value of such instruments determined by a Fund for the purpose of distributions, and the calculation of carried interest on such distributions, ultimately may not be realized. The risk of loss and delay in liquidating such financial instruments will be borne by the Limited Partner, with the result that such Limited Partner may receive less cash than it would have received on the date of any such distribution. Carried Interest Distributions. The General Partner’s receipt of the carried interest distributions may create an incentive for the General Partner to make investments that are riskier or more speculative than would be the case if such arrangement were not in effect.

Valuation of Assets. The General Partner will value the assets and liabilities of a Fund in accordance with the valuation policy. To the extent that a Fund invests in private or restricted securities, the valuation of such securities will be determined by the General Partner, and such valuation will be final and conclusive as to all parties. There is no guarantee that the value determined by the General Partner will represent the value that will be realized by a Fund over time or on the eventual disposition of an investment or that would, in fact, be realized upon an immediate disposition of the investment. Additionally, a Fund’s portfolio of investments will, at any given time, include securities or other financial instruments or obligations that are very thinly traded or for which no market exists or which are restricted as to their transferability under applicable laws. These investments may be extremely difficult to value accurately.

Capital Accounts are not Separate Legal Entities. A creditor of a Fund will generally not be bound to satisfy its claims from assets attributable to a particular capital account. Rather, such creditor generally may seek to satisfy its claims from the assets of a Fund as a whole.

Limited Regulatory Oversight. While a Fund may be considered similar to investment companies, it is not required to, and does not intend to, register as such under the Company Act, or the laws of any other jurisdiction, and, accordingly, the provisions of such statutes (which may provide certain regulatory safeguards to investors) are not applicable. For example, a Fund is not required to maintain custody of its securities or place its securities in the custody of a bank or a member of a U.S. securities exchange in the manner required of registered investment companies under rules promulgated by the SEC. A registered investment company that places its securities in the custody of a member of a U.S. securities exchange is required to have a written custodian agreement, which provides that securities held in custody will be at all times individually segregated from the securities of any other person and marked to clearly identify such securities as the property of such investment company and which contains other provisions complying with SEC regulations. Under the provisions of the Securities Investor Protection Act of 1970, as amended, the liquidation of any such brokerage firms might have a greater adverse effect on a Fund than would be the case if the accounts were maintained to meet the requirements applicable to registered investment companies. Business and Regulatory Risks of Private Investment Funds. The legal and regulatory environment worldwide for private investment funds and their managers is evolving. Changes in the regulation of private investment funds, their managers, and their trading and investing activities may have a material adverse effect on the ability of a Fund to pursue its investment strategy, its ability to obtain leverage and financing and the value of investments held by a Fund. There has been an increase in scrutiny of the private investment fund industry by governmental agencies and self-regulatory organizations. New laws and regulations or actions taken by regulators that restrict the ability of a Fund to pursue its investment strategy or employ brokers and other counterparties could have a material adverse effect on a Fund and the Limited Partners’ investments therein. In addition, the Firm may, in its sole discretion, cause a Fund to be subject to certain laws and regulations if it believes that an investment or business activity is in a Fund’s interest, even if such laws and regulations may have a detrimental effect on one or more Limited Partners. In addition, the regulation of derivatives transactions and funds that engage in such transactions is an evolving area of law and is subject to modification by government and judicial actions. The effects of any changes in law or interpretations of existing laws on a Fund could be substantial and adverse.

This Brochure cannot address or anticipate every possible current or future regulation that may affect the General Partner and the Firm or their businesses. Such regulations may have a significant impact on a Fund and its operations, including, without limitation, restricting the types of investments a Fund may make, preventing a Fund from exercising its voting rights with regard to certain financial instruments, requiring a Fund to disclose the identity of its investors or otherwise. The General Partner may, in its sole discretion, cause a Fund to be

subject to such regulations if it believes that an investment or business activity is in a Fund’s interest, even if such regulations may have a detrimental effect on one or more Limited Partners. Prospective Limited Partners are encouraged to consult their own advisors regarding an investment in a Fund.

MiFID II. The package of European Union market infrastructure reforms known as “MiFID II” increased regulation of trading platforms and firms providing investment services in the European Union. Among its many market infrastructure reforms, MiFID II brought in: (i) significant changes to pre-and post-trade transparency obligations applicable to financial instruments admitted to trading on EU trading venues (including a new transparency regime for non-equity financial instruments); (ii) an obligation to execute transactions in shares and derivatives on an EU regulated trading venue; and (iii) a new focus on regulation of algorithmic and high frequency trading. These reforms may lead to a reduction in liquidity in certain financial instruments over time, as some of the sources of liquidity exit European markets, and may result in significant increases in transaction costs. Although the full impact of these reforms is difficult to assess at present, it is possible that the resulting changes in the available trading liquidity options and increases in transactional costs may have an adverse effect on the ability of the Firm to execute the investment program.

Assumption of Catastrophe Risks. A Fund may be subject to the risk of loss arising from direct or indirect exposure to various catastrophic events, including the following: hurricanes, earthquakes and other natural disasters; war, terrorism and other armed conflicts; cyberterrorism; major or prolonged power outages or network interruptions; and public health crises, including infectious disease outbreaks, epidemics and pandemics. To the extent that any such event occurs and has a material effect on global financial markets or specific markets or issuers in which a Fund invests (or has a material negative impact on the operations of the Firm or the service providers), the risks of loss can be substantial and could have a material adverse effect on a Fund and the limited partners’ investments therein.

Public Health Emergencies. The extent of the impact of any public health emergency on any Fund’s and investment’s operational and financial performance will depend on many factors, including but not limited to the duration and scope of such public health emergency, the extent of any related travel advisories and voluntary or mandatory government restrictions implemented, the impact of such public health emergency on overall supply and demand, goods and services, investor liquidity, consumer confidence and spending levels, the extent of government support and levels of economic activity and the extent of its disruption to important global, regional and local supply chains and economic markets, all of which are highly uncertain and cannot be predicted. For this reason, valuations are subject to heightened uncertainty and subject to numerous subjective judgments, any or all of which could turn out to be incorrect with the benefit of hindsight. The effects of a public health emergency may negatively impact the value and performance of the investments, a Fund’s ability to source, manage and divest investments, and a Fund’s ability to achieve its investment objectives, all of which could result in significant losses to a Fund. In implementing a Fund’s investment strategy, the Firm will make a number of assumptions.

Read the rest in the brochure

White Hat provides investment advice and management to the Funds. Investment in the Funds is intended for high net worth individuals, charitable organizations, independent wealth advisors, family offices, and other investment entities.

White Hat may in the future provide the same or similar services to other privately placed investment funds.

White Hat intends to restrict the number of Investors in the Funds and will offer Interests only through non-public transactions in order to maintain their exclusion from “investment company” status under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Prospective Investors in the Funds must meet eligibility criteria, and are subject to certain withdrawal requirements and limitations. Prospective Investors are encouraged to thoroughly review a Fund’s Governing Documents, which set forth all of the terms in detail. Though certain Clients may pursue the same strategy, offering terms may differ.

Each Investor generally must be an “accredited investor” (as defined in Regulation D under the Securities Act of 1933), or a “qualified purchaser” (as defined in Section 2(a)(51) of the U.S. Investment Company Act of 1940, as amended) as applicable, depending on the Fund

they are subscribing to. The minimum initial investment required ranges between $100,000 and $5,000,000, subject to waiver at the discretion of White Hat.

As discussed in Item 5.A., White Hat expects to receive a carried interest allocation on certain realized profits in a Fund. Differences in White Hat’s compensation arrangements with its Clients, particularly if some Clients were to pay higher performance-based compensation, could create incentives for White Hat to manage Client portfolios so as to favor those portfolios of clients paying higher performance-based compensation, as could White Hat’s ownership interest (e.g., as the general partner) in some Client accounts. Notwithstanding these conflicts, White Hat will allocate transactions and opportunities among the various Client accounts it manages in a manner it believes to be as equitable as possible, considering each account’s objectives, programs, limitations and capital available for investment, but even accounts with similar objectives will often have different investment portfolios.

Performance-based compensation may provide an incentive for White Hat to make riskier or more speculative investments on behalf of a Client than it might make otherwise. Notwithstanding this potential incentive, White Hat will evaluate investments in a manner that it considers to be in the best interest of its Clients, given those Clients’ investment objectives, investment strategies, suitability of the investment, and risk profile.

Registration as a Broker-Dealer or Broker-Dealer Representative

B.

Registration as a Futures Commission Merchant, Commodity Pool Operator, or a Commodity Trading Adviser

C.

Relationships Material to this Advisory Business and Possible Conflicts of Interest

D.

Selection of Other Advisors or Managers

Neither White Hat nor its management persons are registered as a broker-dealer or brokerdealer representative.

Neither White Hat nor its management persons are registered as futures commission merchant, commodity pool operator, or a commodity trading adviser. There are no other relationships or arrangements that are material to this advisory business. White Hat does not utilize nor select other advisors or third party managers. All assets are managed by White Hat.

Personal Trading A.

Code of Ethics

White Hat has adopted a Code of Ethics (the “Code”) pursuant to Rule 204A-1 under the Investment Advisers Act of 1940, as amended. The Code governs the activities of each member, officer, director and employee of White Hat (collectively, “Employees”). White Hat holds its Employees to a high standard of integrity and business practices that reflects its fiduciary duty to the Client. In serving its Client, White Hat strives to avoid conflicts of interest or the appearance of conflicts of interest in connection with the personal trading activities of its Employees and Client securities transactions. When persons covered by the Code engage

in personal securities transactions, they must adhere to the following general principles as well as to the Code’s specific provisions: (a) at all times the interests of Client must be paramount; (b) personal transactions must be conducted consistent with the Code in manner that avoids any actual or potential conflict of interest; and (c) no inappropriate advantage should be taken of any position of trust and responsibility. Employees covered by the Code have certain trading restrictions and reporting obligations of their personal securities transactions. Each Employee is provided with a copy of the Code and must annually certify that they have received it and have complied with its provisions. In addition, any Employee who becomes aware of any potential violation of the Code is obligated to report the potential violation to the Chief Compliance Officer.

White Hat will provide a copy of its Code of Ethics to Clients and prospective Clients upon request. Such a request may be made by submitting a written request to White Hat at the address on the cover page to this Brochure. B.

Recommendations Involving Material Financial Interests

C.

Investing Personal Money in the Same Securities as Clients

D.

Trading Securities At/Around the Same Time as Clients’ Securities

Neither White Hat nor its related persons recommends to Clients, or buys or sells for Client accounts, securities in which White Hat or a related person has a material financial interest.

White Hat’s policies and procedures prohibit its Employees and related persons from trading ahead of Clients in the same instruments that White Hat buys or sells for Client accounts. However, there may be circumstances in which White Hat, its Employees and/or related persons have holdings in the same instruments that White Hat buys or sells for Client accounts, and it or they may own securities, or options on securities, of issuers whose securities are subsequently bought for Client accounts because of White Hat’s recommendations regarding a particular security. White Hat’s policy as to such transactions is that neither White Hat nor any of its Employees or related persons are to benefit from price movements that may be caused by transactions for Client accounts or otherwise White Hat addresses this conflict by requiring Employees to sign and adhere to White Hat’s Code of Ethics and to report personal securities holdings and transactions to White Hat. As discussed above, from time to time, White Hat, its Employees, or related persons of White Hat may buy or sell securities for themselves that White Hat also recommends to the Client. White Hat will document any transactions that could be construed as conflicts of interest and will transact Client business before the business of its Employees and/or related persons when similar securities are being bought or sold.

Factors Used to Select or Recommending Broker-Dealers

White Hat has discretion as to the placement of brokerage (and accordingly, the commission rates paid). In selecting brokers to effect portfolio transactions, the White Hat considers such

factors as price, quality of execution, expertise in particular markets, the ability of the brokers to effect the transactions, the brokers’ facilities, reliability, reputation, experience, financial responsibility in particular markets, familiarity both with investment practices generally and techniques employed by clients and certain brokerage or research services (“soft dollar items”) provided by such brokers and clearing and settlement capabilities, subject at all times to principles of best execution, in accordance with White Hat’s policies and procedures. In selecting broker/dealers to execute transactions, White Hat need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost. White Hat believes that the broker-dealers that it recommends provide competitive transaction and custody costs, helping clients to eliminate or control costs and optimize the custodial structure to the benefit of account holders. When possible, White Hat seeks to pre-negotiate preferred terms for its clients providing clients with the benefits associated with the economy of scale and custodial knowledge of the firm.

Certain brokers utilized by White Hat may provide general assistance to White Hat, including, but not limited to technical support, consulting services, and consulting services related to staffing needs. In selecting a broker, White Hat may consider the broker’s general assistance and consulting services. To the extent White Hat would otherwise be obligated to pay for such assistance, it has a conflict of interest in considering those services when selecting a broker. 1.

Research and Other Soft Dollar Benefits

White Hat may effect transactions with broker-dealers who provide research services (collectively, “soft-dollar items”) to White Hat that assist White Hat in making investment and trading decisions on behalf of its Clients. The negotiated commissions paid to broker-dealers supplying soft-dollar items may not represent the lowest obtainable commission rates. In any such arrangement, the amount of the commission paid must be reasonable in relation to the value of the brokerage and soft-dollar items provided by the broker-dealer, viewed in terms of either the particular transaction or White Hat’s overall responsibilities with respect to its Clients. White Hat intends to comply with the soft-dollar “safe harbor’ afforded by Section 28(e) under the 34 Act.

When White Hat uses Client brokerage commissions to obtain soft-dollar items, it receives a benefit because it does not have to produce or pay for such soft-dollar items. However, White Hat believes that such soft dollar items may provide the Clients with benefits by supplementing the research and services otherwise available to the Clients. In addition, the research and other benefits resulting from a brokerage relationship benefit all Client accounts or White Hat’s operations as a whole.

White Hat may have an incentive to select or recommend a broker-dealer based on its interest in receiving the soft-dollar items, rather than on the Client’s interest in receiving most favorable execution. White Hat periodically reviews the execution performance of its brokers to ensure that any potential conflicts of interests are resolved. To the extent that White Hat does engage in such “soft dollar” arrangements, the Client may be charged a brokerage commission in excess of that which another broker might charge for

effecting the same transaction if White Hat determines in good faith that such commission is reasonable in relation to the value of the brokerage, research, other services and soft dollar relationships provided by that broker, viewed in terms of either the specific transaction or White Hat’s overall responsibilities to the portfolios over which White Hat exercises investment authority.

Soft-dollar items, whether provided directly or indirectly, may be utilized for the benefit of White Hat’s and its affiliates’ other accounts. Soft-dollar items are not limited to those Clients who may have generated a particular benefit although certain soft dollar allocations are connected to particular clients or groups of clients. Soft dollar benefits are not proportionally allocated to any accounts that may generate different amounts of the soft dollar benefits. White Hat may receive soft dollar credits based on principal, as well as agency, securities transactions with brokerage firms.

Within the last fiscal year, White Hat used “soft-dollars” to receive broker-dealer research reports, company financial data and economic data.

A broker from which White Hat obtains soft dollar services generally establishes “credits” based on past transactional business (including markups and markdowns on principal transactions), which may be used to pay for specified expenses. In some cases the process is less formal and a broker simply may suggest a level of future business that would fully compensate the broker for services or products it provides. White Hat monitors the soft dollar services provided to ensure that appropriate transactions are executed with a soft dollar provider. 2.

Brokerage for Client Referrals

3.

Directed Brokerage

White Hat does not consider, in selecting or recommending broker-dealers, client referrals from a broker-dealer. White Hat may receive referrals in the future and if it does it will appropriately amend this Brochure. White Hat does not accept directed brokerage arrangements. Securities transactions are executed by brokers selected by White Hat in its discretion and without the consent of the Clients or Fund Investors. White Hat may enter into directed brokerage arrangements only in its discretion. B.

Aggregating Trading for Multiple Client Accounts

White Hat may (but is not required to) combine orders on behalf of one Client account with orders for other Client accounts for which it or its principals have trading authority, or in which it or its principals have an economic interest. When it does, White Hat will generally allocate the securities or proceeds arising out of those transactions (and the related transaction expenses) on an average price basis among the various participants. White Hat believes combining orders in this way will, over time, be advantageous to all participants. However, the average price could be less advantageous to a Client than if that Client had been the only account effecting the transaction or had completed its transaction before the other participants. Because of White Hat’s relationship to the Clients it manages by virtue of its

position as an investment manager, there may be circumstances in which transactions for those entities may not, under certain laws, regulations and internal policies, be combined with those of some of White Hat’s and its affiliates’ other Clients, which may result in less advantageous execution for those Clients. White Hat may place orders for the same security for different Clients at different times and in different relative amounts due to differences in investment objectives, cash availability, size of order and practicability of participating in “block” transactions. The level of participation by different Clients in the same security may also be dependent upon other factors relating to the suitability of the security for the particular Client.

In addition, White Hat and/or its related persons or Clients may buy or sell specific securities for its or their own account that are not deemed appropriate for Client accounts at the time, based on personal investment considerations that differ from the considerations on which decisions as to investments in client accounts are made. Where execution opportunities for a particular security are limited, White Hat attempts in good faith to allocate such opportunities among Clients in a manner that, over time, is equitable to all clients.

Economic Benefits Provided by Third Parties

B.

Compensation to Non-Advisory Personnel for Client Referrals

White Hat does not receive any economic benefit, directly or indirectly from any third party for advice rendered to the Client. White Hat utilizes placement agents. A placement agent, as described in White Hat’s service agreements with each placement agent, can receive a percentage of all capital commitments raised by the placement agent, and accepted by the Funds, from new investors. Due to the agreement the Firm has with each placement agent, the placement agents have an incentive to recommend the Firm, resulting in a material conflict of interest. These arrangements are in compliance with the marketing rule, Rule 206(4)-1 of the Investment Advisers Act of 1940 (the “Advisers Act”).

White Hat and its management persons have not been a party to any legal or disciplinary events that would be material to a client’s or prospective client’s evaluation of its investment advisory business or the integrity of its management.

Frequency and Nature of Periodic Review and Who Makes Those Reviews

B.

Factors That Will Trigger a Non-Periodic Review of Client Accounts

C.

Content and Frequency of Regular Reports

The investment portfolios of the Funds are generally long-term in nature; accordingly, White Hat’s review of investments is not directed toward a short-term decision to dispose of securities. The Funds’ investments are periodically evaluated based on financial and operating performance relative to White Hat’s expectations, economic and market conditions, and such other considerations that include a review of applicable risk and/or operating guidelines as set forth in the Governing Documents of the Funds. Reviews may take place more frequently if triggered by economic, market, or political conditions.

Each Fund’s Investors receive written reports regarding the relevant Fund’s activities as provided for in the Governing Documents of the Funds, including quarterly unaudited reports of each Fund’s performance for the prior calendar quarter. What Hat uses its commercially reasonable efforts to also provide Investors with annual audited financial statements for the Funds within 120 days of the Funds’ fiscal year end.

As a related party of White Hat acts as General Partner to the Funds, White Hat is deemed to have custody of the Funds’ assets under Rule 206(4)-2 of the Investment Advisers Act of 1940, as amended (the “Custody Rule”).

As such, and as is required by the safekeeping requirement in Rule 206(4)-2 of the Investment Advisers Act of 1940, as amended, all assets of the Funds are held by a qualified custodian. On an annual basis, it is the policy of White Hat and/or its related parties to have the financial statements for these Clients prepared in accordance with US generally accepted principles audited by auditors registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and to deliver such audited financial statements to underlying investors within 120 days of each Client’s fiscal year-end.

White Hat accepts discretionary authority to manage securities on behalf of the Funds. White Hat therefore determines which securities and the amounts of securities it buys and sells for such clients. This authority has been granted to White Hat by means of the execution of the relevant Governing Documents that set forth the scope of, and any limitations placed on, the Firm’s discretion with respect to the Funds.

White Hat exercises voting authority over Client proxies and has adopted proxy voting policies and procedures in accordance with Rule 206(4)-6 of the Investment Advisers Act of

1940, as amended. The policies require White Hat to vote proxies received in a manner consistent with the best interests of the Client.

The policies also require White Hat to vote proxies in a prudent and diligent manner intended to enhance the economic value of the assets of the Clients. However, the policies permit White Hat to abstain from voting proxies in the event that the Clients’ economic interest in the matter being voted upon is limited relative to the Clients’ overall portfolio or the impact of the Clients’ vote will not have an effect on its outcome or on the Clients’ economic interests.

Although many proxy proposals can be voted in accordance with White Hat’s proxy voting guidelines, some proposals will require special consideration, and White Hat will make a decision on a case-by-case basis in these situations.

Where a proxy proposal raises a material conflict between White Hat’s interests and the interests of the Clients, White Hat will seek to resolve the conflict in the best interest of the Clients. Clients may obtain a copy of White Hat’s complete proxy voting policies and procedures upon request. Clients may also obtain information from White Hat about how White Hat voted any proxies on behalf of their account(s).

White Hat has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to Clients, and has not been the subject of a bankruptcy petition. A.

Balance Sheet

B.

Financial Condition

C.

Bankruptcy Petitions in Previous Years

White Hat does not require nor solicit prepayment of more than $500 in fees per client, six months or more in advance and therefore does not need to include a balance sheet with this Brochure. White Hat has discretionary authority over the Client’s assets. At this time, neither White Hat nor its management persons have any financial conditions that are likely to reasonably impair its ability to meet contractual commitments to Clients. White Hat has not been the subject of a bankruptcy petition in the last ten years.